Pineapple Financial Inc. Reports Material Agreement and Equity Sales

Ticker: PAPL · Form: 8-K · Filed: May 16, 2024 · CIK: 1938109

Pineapple Financial Inc. 8-K Filing Summary
FieldDetail
CompanyPineapple Financial Inc. (PAPL)
Form Type8-K
Filed DateMay 16, 2024
Risk Levelmedium
Pages3
Reading Time3 min
Key Dollar Amounts$15,000,000.00, $300,000, $5
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation, equity-sale

TL;DR

Pineapple Financial Inc. inked a deal, took on debt, and sold stock. Big moves ahead.

AI Summary

Pineapple Financial Inc. announced on May 10, 2024, that it entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which carry inherent risks related to execution and market reception.

Key Players & Entities

  • Pineapple Financial Inc. (company) — Registrant
  • May 10, 2024 (date) — Date of earliest event reported

FAQ

What is the nature of the material definitive agreement entered into by Pineapple Financial Inc.?

The filing states that Pineapple Financial Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the summary information.

What type of direct financial obligation was created by Pineapple Financial Inc.?

The filing indicates the creation of a direct financial obligation by Pineapple Financial Inc., but the specific terms and amount of this obligation are not detailed in the provided text.

When did the unregistered sales of equity securities by Pineapple Financial Inc. occur?

The filing reports unregistered sales of equity securities by Pineapple Financial Inc. as an event that occurred on or before May 10, 2024.

What is the principal executive office address for Pineapple Financial Inc.?

The principal executive offices of Pineapple Financial Inc. are located at Unit 200, 111 Gordon Baker Road, North York, Ontario M2H 3R1.

What is the SEC file number for Pineapple Financial Inc.'s 8-K filing?

The SEC file number for Pineapple Financial Inc.'s 8-K filing is 001-41738.

Filing Stats: 872 words · 3 min read · ~3 pages · Grade level 10.8 · Accepted 2024-05-16 17:11:13

Key Financial Figures

  • $15,000,000.00 — purchase up to Fifteen Million Dollars ($15,000,000.00) of the Company's common shares and iss
  • $300,000 — ") in the aggregate principal amount of $300,000, with an 8% per annum interest rate and
  • $5 — "Warrants"), with an exercise price of $5 per share and term of nine (9) months f

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 PINEAPPLE FINANCIAL INC. (Exact name of registrant as specified in charter) Canada 001-41738 Not applicable (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Unit 200 , 111 Gordon Baker Road North York , Ontario M2H 3R1 (Address of principal executive offices) (Zip Code) (416) 669-2046 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares, no par value PAPL NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement On May 10, 2024, Pineapple Financial Inc. (the "Company") entered into an equity purchase agreement (the "EPA") with Brown Stone Capital Ltd., a corporation organized under the laws of England and Wales (the "Investor") pursuant to which the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase up to Fifteen Million Dollars ($15,000,000.00) of the Company's common shares and issue 200,000 Company's common shares as a commitment fee under the EPA to the Investor (collectively as the "EPA Shares") at purchase price to be determined as per the terms and conditions of the EPA. In relation to the EPA Shares the Company has entered into a registration rights agreement dated May 10, 2024 (the "RRA") with the Investors, requiring the Company to register the EPA Shares issued under the EPA. Pursuant to the RRA, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission covering the registration of the EPA Shares. Concurrently, on May 10, 2024, the Company entered into a securities purchase agreement (the "SPA" and together with the EPA and the RRA as the "Agreements") with the Investor, pursuant to which the Company has agreed to sell to the Investor a convertible promissory note (the "Note") in the aggregate principal amount of $300,000, with an 8% per annum interest rate and a maturity date of twenty four (24) months from the date of the issuance. As an incentive to buy the Note, the Company has agreed to issue warrants to purchase 1,000,000 common shares (the "Warrants"), with an exercise price of $5 per share and term of nine (9) months from the date of issuance. The Note is convertible into the Company's common shares, no par value, subject to the terms and conditions therein. The EPA, RRA, SPA, Note and the Warrants, are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 4.1 respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the transaction documents are qualified in their entirety by reference to such exhibits. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03 in its entirety. Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. The EPA Shares will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder. Item 9.01 Exhibits Exhibit No. Description 4.1 Warrants 10

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